U.
S. SECURITIES AND EXCHANGE COMMISSION


Washington,
D.C. 20549





FORM
10-Q





[X]
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGEACT OF 1934





For
the quarterly period ended September 30, 2008


OR


[ 
] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934


For
the transition period from _____to______


Commission
file number 000-53237







VIDA
LIFE INTERNATIONAL, LTD.


(Name of
Small Business Issuer in its charter)





Nevada
            
            20-5046886(State
      or other jurisdiction of
            
            (I.R.S.
      Employer Identification No.)incorporation
      or organization)7046
      Kentfield Drive, Cameron Park, CA
            
            95682(Address
      of principal executive offices)
            
            (Zip
      Code)





Registrant’s
telephone number:   (415)
738-2136








Indicate
by check mark whether the registrant (1) has filed all reports required to be
filed by section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes [  ] No [X]





Indicate
      by check mark whether registrant is a shell company (as defined in Rule
      12b-2 of the Exchange Act) Yes [  ]. No [X]





Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a small reporting company.
 See definitions of “large accelerated filer,” “accelerated filer”, and
“smaller reporting company” in Rule 12b-2 of the Exchange Act.  (Check
one):





Large
      accelerated filer o
            Accelerated
      filer oNon-accelerated
      filer  o
            Smaller
      reporting company x(Do
      not check if a smaller reporting company)




As of
November 14, 2008 there were 13,280,898 shares of the issuer’s common stock,
$0.001 par value, outstanding.














VIDA
LIFE INTERNATIONAL, LTD.





TABLE OF CONTENTS
  
  PART
      I – FINANCIAL INFORMATIONPage
      No.Item
      1. Condensed Financial StatementsUnaudited Condensed Balance Sheets as
      of September 30, 2008 and December 31, 2007
                                                                                                                              2Unaudited Condensed Statements of
      Operations for the three months and nine months ended September 30, 2008
      and 2007
                                                                                                                              4Unaudited Condensed Statements of Cash
      Flow for the nine months ended September 30, 2008 and
    2007
                                                                                                                              5Notes to Unaudited Condensed
      Financial Statements
                                                                                                                              6Item 2. Management's Discussion and Analysis of
      Financial Condition And Results of Operations
                                                                                                                              10Item 3. Qualitative and
      Quantitative Disclosure About Market Risk
                                                                                                                              15Item 4T. Controls and
      Procedures
                                                                                                                              15PART
      II – OTHER INFORMATIONItem 1. Legal
    Procedures
                                                                                                                              15Item
      1A. Risk Factors
                                                                                                                              15Item 2. Unregistered Sales of
      Equity Securities and Use of Proceeds
                                                                                                                              15Item 3. Default Upon Senior
      Securities
                                                                                                                              15Item 4. Submission of Matters to a
      Vote of Security Holders
                                                                                                                              15Item 5. Other
    Information
                                                                                                                              15Item 6. Exhibits
                                                                                                                              15Signatures


-1-




PART
1. FINANCIAL INFORMATION
  Item
1. Condensed Financial Statements






VIDA
LIFE INTERNATIONAL, LTD.





UNAUDITED CONDENSED BALANCE
      SHEETSSeptember
      30, 2008 and December 31, 20079/30/2008
                                                  
                                                  
                                                  12/31/2007(Unaudited)
                                                  
                                                  
                                                  (Audited)ASSETSCurrent
      assets:Cash
      and cash equivalents
                                                  
                                                  $
                                                  76,328
                                                  
                                                  
                                                  $
                                                  271,082Trade
      accounts receivable
                                                  
                                                  
                                                  1,195
                                                  
                                                  
                                                  
                                                  8,133Inventory
                                                  
                                                  
                                                  2,019
                                                  
                                                  
                                                  
                                                  1,866Total
      current assets
                                                  
                                                  
                                                  79,542
                                                  
                                                  
                                                  
                                                  281,081Property
      and equipment, net
                                                  
                                                  
                                                  8,470
                                                  
                                                  
                                                  
                                                  11,088Total
      assets
                                                  
                                                  $
                                                  88,012
                                                  
                                                  
                                                  $
                                                  292,169

























































































The
accompanying notes are an integral part of these condensed financial
statements.


Table of Contents





-2-





VIDA
LIFE INTERNATIONAL, LTD.





UNAUDITED CONDENSED
      BALANCE SHEETS (continued)September
      30, 2008 and December 31, 20079/30/2008
                                                                                                                12/31/2007(Unaudited)
                                                                                                                (Audited)LIABILITIES AND SHAREHOLDERS' 
      DEFICITCurrent
      liabilities:Trade
      accounts payable
                                                                                                                
                                                                                                                $
                                                                                                                23,513
                                                                                                                
                                                                                                                
                                                                                                                $
                                                                                                                24,545Accrued
      expenses
                                                                                                                
                                                                                                                
                                                                                                                5,276
                                                                                                                
                                                                                                                
                                                                                                                
                                                                                                                23,069Accrued
      directors' fees
                                                                                                                
                                                                                                                
                                                                                                                6,000
                                                                                                                
                                                                                                                
                                                                                                                
                                                                                                                30,000Accrued
      officer's compensation
                                                                                                                
                                                                                                                
                                                                                                                162,890
                                                                                                                
                                                                                                                
                                                                                                                
                                                                                                                310,742Deferred
      revenue
                                                                                                                
                                                                                                                
                                                                                                                -
                                                                                                                
                                                                                                                
                                                                                                                
                                                                                                                4,200Total current liabilities
                                                                                                                
                                                                                                                
                                                                                                                197,679
                                                                                                                
                                                                                                                
                                                                                                                
                                                                                                                392,556Note
      payable--shareholder,
      net
                                                                                                                
                                                                                                                
                                                                                                                276,094
                                                                                                                
                                                                                                                
                                                                                                                
                                                                                                                283,333Total
      liabilities
                                                                                                                
                                                                                                                
                                                                                                                473,773
                                                                                                                
                                                                                                                
                                                                                                                
                                                                                                                675,889Shareholders'
      deficit:Common
      stock, $.001 par value; 50,000,000 shares authorized;13,280,898
      and 9,958,454 shares issued and outstanding at 9/30/08and 12/31/07, respectively
                                                                                                                
                                                                                                                
                                                                                                                13,280
                                                                                                                
                                                                                                                
                                                                                                                
                                                                                                                9,958Additional
      paid-in-capital
                                                                                                                
                                                                                                                
                                                                                                                723,766
                                                                                                                
                                                                                                                
                                                                                                                
                                                                                                                362,600Issuable
      common stock
                                                                                                                
                                                                                                                
                                                                                                                -
                                                                                                                
                                                                                                                
                                                                                                                
                                                                                                                27,000Accumulated
      deficit
                                                                                                                
                                                                                                                
                                                                                                                (1,122,807
                                                                                                                )
                                                                                                                
                                                                                                                
                                                                                                                (783,278)Total
      shareholders' deficit
                                                                                                                
                                                                                                                
                                                                                                                (385,761
                                                                                                                )
                                                                                                                
                                                                                                                
                                                                                                                (383,720)Total
      liabilities and shareholders' deficit
                                                                                                                
                                                                                                                $
                                                                                                                88,012
                                                                                                                
                                                                                                                
                                                                                                                $
                                                                                                                292,169



































The
accompanying notes are an integral part of these condensed financial
statements.


Table of Contents





-3-











VIDA
LIFE INTERNATIONAL, LTD.





UNAUDITED CONDENSED
STATEMENTS OF OPERATIONS


Three
      Months Ended
                                                                    
                                                                    
                                                                    Nine
      Months EndedSeptember
      30,
                                                                    
                                                                    
                                                                    September
      30,2008
                                                                    
                                                                    
                                                                    2007
                                                                    
                                                                    
                                                                    2008
                                                                    
                                                                    
                                                                    2007Net
      sales
                                                                    
                                                                    $
                                                                    3,575
                                                                    
                                                                    
                                                                    $
                                                                    3,644
                                                                    
                                                                    
                                                                    $
                                                                    121,370
                                                                    
                                                                    
                                                                    $
                                                                    78,253Cost
      of goods sold
                                                                    
                                                                    
                                                                    1,598
                                                                    
                                                                    
                                                                    
                                                                    3,198
                                                                    
                                                                    
                                                                    
                                                                    103,070
                                                                    
                                                                    
                                                                    
                                                                    35,095Gross
      profit
                                                                    
                                                                    
                                                                    1,977
                                                                    
                                                                    
                                                                    
                                                                    446
                                                                    
                                                                    
                                                                    
                                                                    18,300
                                                                    
                                                                    
                                                                    
                                                                    43,158Operating
      expenses
                                                                    
                                                                    
                                                                    94,384
                                                                    
                                                                    
                                                                    
                                                                    134,684
                                                                    
                                                                    
                                                                    
                                                                    330,487
                                                                    
                                                                    
                                                                    
                                                                    399,955Operating
      loss
                                                                    
                                                                    
                                                                    (92,407
                                                                    )
                                                                    
                                                                    
                                                                    (134,238
                                                                    )
                                                                    
                                                                    
                                                                    (312,187
                                                                    )
                                                                    
                                                                    
                                                                    (356,797
                                                                    )Other
      income (expense):Interest  income
                                                                    
                                                                    
                                                                    673
                                                                    
                                                                    
                                                                    
                                                                    3,342
                                                                    
                                                                    
                                                                    
                                                                    3,419
                                                                    
                                                                    
                                                                    
                                                                    7,268Gain
      on debt extinguishment
                                                                    
                                                                    
                                                                    64,430
                                                                    
                                                                    
                                                                    
                                                                    -
                                                                    
                                                                    
                                                                    
                                                                    64,430
                                                                    
                                                                    
                                                                    
                                                                    -Interest
      expense
                                                                    
                                                                    
                                                                    (31,441
                                                                    )
                                                                    
                                                                    
                                                                    (31,875
                                                                    )
                                                                    
                                                                    
                                                                    (95,191
                                                                    )
                                                                    
                                                                    
                                                                    (56,458
                                                                    )Total
      other income (expense)
                                                                    
                                                                    
                                                                    33,662
                                                                    
                                                                    
                                                                    
                                                                    (28,533
                                                                    )
                                                                    
                                                                    
                                                                    27,342
                                                                    
                                                                    
                                                                    
                                                                    (49,190
                                                                    )Net
      loss before income taxes
                                                                    
                                                                    
                                                                    (58,745
                                                                    )
                                                                    
                                                                    
                                                                    (162,771
                                                                    )
                                                                    
                                                                    
                                                                    (339,529
                                                                    )
                                                                    
                                                                    
                                                                    (405,987
                                                                    )Income
      tax provision
                                                                    
                                                                    
                                                                    -
                                                                    
                                                                    
                                                                    
                                                                    -
                                                                    
                                                                    
                                                                    
                                                                    -
                                                                    
                                                                    
                                                                    
                                                                    -Net
      loss
                                                                    
                                                                    $
                                                                    (58,745
                                                                    )
                                                                    
                                                                    $
                                                                    (162,771
                                                                    )
                                                                    
                                                                    $
                                                                    (339,529
                                                                    )
                                                                    
                                                                    $
                                                                    (405,987
                                                                    )Basic
      and diluted loss per common share
                                                                    
                                                                    $
                                                                    (0.00
                                                                    )
                                                                    
                                                                    $
                                                                    (0.02
                                                                    )
                                                                    
                                                                    $
                                                                    (0.03
                                                                    )
                                                                    
                                                                    $
                                                                    (0.04
                                                                    )Basic
      and diluted weighted average common shares outstanding
                                                                    
                                                                    
                                                                    13,280,898
                                                                    
                                                                    
                                                                    
                                                                    9,933,454
                                                                    
                                                                    
                                                                    
                                                                    12,416,248
                                                                    
                                                                    
                                                                    
                                                                    9,889,480













The
accompanying notes are an integral part of these condensed financial
statements.


Table
of Contents


-4-








VIDA
LIFE INTERNATIONAL, LTD.


UNAUDITED CONDENSED STATEMENTS OF CASH
FLOW


Nine
      Months Ended September 30,2008
                            
                            
                            2007Cash
      flows from operating activities:Net
      loss
                            
                            $
                            (339,529
                            )
                            
                            $
                            (405,987
                            )Adjustments
      to reconcile net loss to net cash flowsused
      in operating activities:Depreciation
      and amortization
                            
                            
                            3,693
                            
                            
                            
                            4,218Amortization
      of debt original issue discount
                            
                            
                            65,191
                            
                            
                            
                            36,458Gain
      on extinguishment of debt
                            
                            
                            (64,430
                            )
                            
                            
                            -Common
      stock issued for services
                            
                            
                            -
                            
                            
                            
                            159,375Changes
      in operating assets and liabilities:Trade
      accounts receivable
                            
                            
                            6,938
                            
                            
                            
                            13,867Inventory
                            
                            
                            (153
                            )
                            
                            
                            4,777Accounts
      payable
                            
                            
                            (1,032
                            )
                            
                            
                            (2,354
                            )Accrued
      expenses
                            
                            
                            (17,793
                            )
                            
                            
                            (67,690
                            )Accrued
      officer's compensation
                            
                            
                            151,636
                            
                            
                            
                            138,668Accrued
      directors' fees
                            
                            
                            6,000
                            
                            
                            
                            13,500Deferred
      revenue
                            
                            
                            (4,200
                            )
                            
                            
                            (25,084
                            )Net
      cash flows used in operating activities
                            
                            
                            (193,679
                            )
                            
                            
                            (130,252
                            )Cash
      flows from investing activities:Purchases
      of property and equipment
                            
                            
                            (1,075
                            )
                            
                            
                            -Net
      cash flows used in investing activities
                            
                            
                            (1,075
                            )
                            
                            
                            -Cash
      flows from financing activities:Proceeds
      from note payable - shareholder
                            
                            
                            -
                            
                            
                            
                            400,000Net
      cash provided by financing activities
                            
                            
                            -
                            
                            
                            
                            400,000Net
      change in cash
                            
                            
                            (194,754
                            )
                            
                            
                            269,748Cash
      and cash equivalents, beginning of period
                            
                            
                            271,082
                            
                            
                            
                            17,882Cash
      and cash equivalents, end of period
                            
                            $
                            76,328
                            
                            
                            $
                            287,630Supplemental
      disclosure of cash flow information:Cash
      paid during the period for interest
                            
                            $
                            40,000
                            
                            
                            $
                            20,000Non-cash
      financing activities:Fair
      value of detachable stock warrant
                            
                            $
                            8,000
                            
                            
                            $
                            175,000Issuance
      of common stock for services previously accrued
                            
                            $
                            356,488
                            
                            
                            $
                            -











The
accompanying notes are an integral part of these condensed financial
statements.





Table
of Contents


-5-


VIDA
LIFE INTERNATIONAL, LTD.







1           BASIS OF PRESENTATION





The
condensed balance sheets as of September 30, 2008, the condensed statements of
operations for the three month and nine month periods ended September 30, 2008
and 2007, and the condensed statements of cash flows for the nine month periods
then ended have been prepared by Vida Life International, Ltd. (the “Company”),
without audit.  Operating results for the interim periods presented
are not necessarily indicative of the results that may be expected for the
fiscal year as a whole or any other interim period.  In the opinion of
management, all adjustments (which include only normal recurring adjustments)
necessary to present fairly the financial position, results of operations and
changes in cash flows at September 30, 2008 and for all periods presented have
been made.





Certain
information and footnote disclosures normally included in financial statements
prepared in accordance with accounting principles generally accepted in the
United States of America have been condensed or omitted.  It is
suggested that these condensed financial statements be read in conjunction with
the audited financial statements and notes for the years ended December 31, 2007
and 2006.





The
presentation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect the reported amounts of assets, liabilities, and disclosure of contingent
assets and liabilities at the balance sheet date, and the reported amounts of
revenues and expenses during the reporting period.  The estimates and
assumptions used in the accompanying condensed financial statements are based
upon management’s evaluation of the relevant facts and circumstances as of the
time of the financial statements. Actual results could differ from those
estimates.





2           CONCENTRATIONS
OF RISK





Major
Customer





During
the nine months ended September 30, 2008, and 2007 87% and 66% of the Company’s
sales were to one customer respectively.





Geographic
Concentrations





Export
sales as a percentage of total sales were 96% and 93% for the nine months ended
September 30, 2008 and 2007, respectively.  Export sales are
attributed to the country where the product is shipped.  All export
sales are negotiated, invoiced and paid in US dollars.  Sales by
country are as follows:





2008
                            
                            
                            2007United
      States
                            
                            $
                            4,687
                            
                            
                            $
                            5,176Nigeria
                            
                            
                            105,000
                            
                            
                            
                            -Pakistan
                            
                            
                            7,178
                            
                            
                            
                            7,557Japan
                            
                            
                            765
                            
                            
                            
                            51,388Turkey
                            
                            
                            -
                            
                            
                            
                            12,150Czech
      Republic
                            
                            
                            2,540
                            
                            
                            
                            -Other
                            
                            
                            1,200
                            
                            
                            
                            1,982$
                            121,370
                            
                            
                            $
                            78,253





Table of Contents


-6-




VIDA
LIFE INTERNATIONAL, LTD.





3           NOTE
PAYABLE - SHAREHOLDER





On March
19, 2007, the Company entered into a note payable (the “Note”) for $400,000 from
one of its shareholders.  The Note bears interest at 10%, requiring
quarterly interest payments only, with the entire principal balance originally
due March 19, 2009. Interest expense related to the Note was $30,000
and $20,000 for the nine months ended September 30, 2008 and 2007,
respectively.  The Note is secured by 1,000,000 shares of restricted
common stock.  As further consideration for the Note, the Company
issued a detachable stock warrant to the shareholder, which provided the
shareholder the right to purchase 200,000 shares of the Company’s common stock
at $1.00 per share at any time during the duration of the Note.  The
proceeds of the Note were allocated to the Note and stock warrant, based on
their relative fair values in accordance with Accounting Principles Board
Opinion (APB) 14 “Accounting for Convertible Debt and Debt Issued with Stock
Purchase Warrants”.  Accordingly, $175,000 was allocated to the stock
warrant as a discount to the Note and to additional paid-in
capital.  The fair value of the warrant has been estimated as of the
date the loan proceeds were received using the Black-Scholes pricing model using
the risk free rate of 4.46%, market price of $1.15 per share, exercise price of
$1.00 per share, expected term of 2 years and the volatility rate of
155.33%.






Consistent
with the guidelines of EITF 96-19, Debtor’s Accounting for a Modification or
Exchange of Debt Instruments, the amendment of the Note has been accounted for
as an extinguishment of debt. Accordingly, the Company recorded the amended Note
and detachable stock warrant at their fair values and recorded a gain from the
extinguishment of original Note and detachable stock warrant of
$64,430.
  In
accordance with APB 14 and as noted above, the amended Note and detachable stock
warrant was recorded at their fair value at $265,201 and $8,000, respectively.
The difference of $134,799 between the fair value of the amended Note and its
face value has been recorded as an original issue discount to the amended Note
and will be amortized to the amended Note and interest expense over the
remaining term of the Note using the effective interest rate method. The fair
value of the detachable stock warrant was recorded as an adjustment to the gain
on extinguishment of debt and to additional paid-in capital. The fair
value of the detachable stock warrant was estimated as of the date of the
amended Note using the




The
following table summarizes the note payable - shareholder balance:





Balance
      December 31, 2006
                    
                    $
                    -Gross
      Proceeds
                    
                    
                    400,000Less:
      Original issue discount allocated to the warrants
                    
                    
                    (175,000
                    )Add:
      Amortization of original issue discount
                    
                    
                    58,333Balance
      December 31, 2007
                    
                    
                    283,333Add:
      Amortization of original issue discount
                    
                    
                    54,298Less:
      Extinguishment of debt
                    
                    
                    (337,631
                    )Add:
      Fair value of amended Note
                    
                    
                    265,201Add:
      Amortization of amended Note issue discount
                    
                    
                    10,893Balance
      September 30, 2008
                    
                    $
                    276,094













2008
                                                          
                                                          $
                                                          -2009
                                                          
                                                          
                                                          -2010
                                                          
                                                          
                                                          400,000$
                                                          400,000




4  COMMON
STOCK





On June
3, 2008, 300,000 shares of common stock valued at the trading market price of
the Company’s common stock on the date of issuance of $0.10 per share for a
total value of $30,000 were issued to Directors for services that were accrued
in 2007.





On March
3, 2008, 2,722,444 shares of common stock valued at the trading market price of
the Company’s common stock on the date of issuance of $0.11 per share for a
total value of $299,488 were issued to our President for compensation that was
accrued in 2006 and 2007.





On March
3, 2008, 300,000 shares of common stock valued at $27,000 were issued to a
shareholder in connection with the expenses related to the merger that occurred
in May of 2006.  The fair value of these shares was determined based
upon the trading market price of the Company’s stock as of the date the shares
were declared, reduced by a lack of marketability discount.  The stock
issuance was retroactively recorded in 2006 and included in equity as issuable
common stock in connection with the merger.





5           BUSINESS
SEGMENTS





The
Company’s operations are conducted primarily over two operating
segments.  Statement of Financial Accounting Standards (SFAS) No. 131,
“Disclosure about Segments of an Enterprise and Related Information” requires
that a public business enterprise report a measure of segment profit or loss,
certain specific revenue and expense items and total segment
assets.  It requires the management approach in determining reportable
business segments.  The management approach designates the internal
organization that is used by management for making operating decisions and
assessing performance as the source for reportable
segments.  Management has identified the fishmeal and health
supplement segments to be their reportable business segments.




Table of Contents


-7-




VIDA
LIFE INTERNATIONAL, LTD.


Information
regarding the Company’s business segments is as follows:





Health
                
                
                CorporateFishmeal
                
                
                Supplements
                
                
                &
      Other
                
                
                TotalThree
      Months Ended September 30, 2008Net
      sales
                
                $
                -
                
                
                $
                3,575
                
                
                $
                -
                
                
                $
                3,575Gross
      profit
                
                
                -
                
                
                
                1,977
                
                
                
                -
                
                
                
                1,977Operating
      income (loss)
                
                
                -
                
                
                
                3,145
                
                
                
                (95,552
                )
                
                
                (92,407
                )Interest
      income
                
                
                -
                
                
                
                -
                
                
                
                673
                
                
                
                673Interest
      expense
                
                
                -
                
                
                
                -
                
                
                
                31,441
                
                
                
                31,441Depreciation
      and amortization
                
                
                -
                
                
                
                313
                
                
                
                928
                
                
                
                1,241Identifiable
      net assets
                
                
                -
                
                
                
                3,898
                
                
                
                84,114
                
                
                
                88,012Three
      Months Ended September 30, 2007Net
      sales
                
                $
                -
                
                
                $
                3,644
                
                
                $
                -
                
                
                $
                3,644Gross
      profit
                
                
                -
                
                
                
                446
                
                
                
                -
                
                
                
                446Operating
      income (loss)
                
                
                -
                
                
                
                2,294
                
                
                
                (136,532
                )
                
                
                (134,238
                )Interest
      income
                
                
                -
                
                
                
                -
                
                
                
                3,342
                
                
                
                3,342Interest
      expense
                
                
                -
                
                
                
                -
                
                
                
                31,875
                
                
                
                31,875Depreciation
      and amortization
                
                
                -
                
                
                
                417
                
                
                
                989
                
                
                
                1,406Identifiable
      net assets
                
                
                -
                
                
                
                19,362
                
                
                
                296,700
                
                
                
                316,062Nine
      Months Ended September 30, 2008Net
      sales
                
                $
                105,765
                
                
                $
                15,605
                
                
                $
                -
                
                
                $
                121,370Gross
      profit
                
                
                8,356
                
                
                
                9,944
                
                
                
                -
                
                
                
                18,300Operating
      income (loss)
                
                
                8,356
                
                
                
                9,006
                
                
                
                (329,549
                )
                
                
                (312,187
                )Interest
      income
                
                
                -
                
                
                
                -
                
                
                
                3,419
                
                
                
                3,419Interest
      expense
                
                
                -
                
                
                
                -
                
                
                
                95,191
                
                
                
                95,191Depreciation
      and amortization
                
                
                -
                
                
                
                938
                
                
                
                2,755
                
                
                
                3,693Identifiable
      net assets
                
                
                -
                
                
                
                3,898
                
                
                
                84,114
                
                
                
                88,012Nine
      Months Ended September 30, 2007Net
      sales
                
                $
                -
                
                
                $
                78,253
                
                
                $
                -
                
                
                $
                78,253Gross
      profit
                
                
                -
                
                
                
                43,158
                
                
                
                -
                
                
                
                43,158Operating
      income (loss)
                
                
                -
                
                
                
                41,907
                
                
                
                (398,704
                )
                
                
                (356,797
                )Interest
      income
                
                
                -
                
                
                
                -
                
                
                
                7,268
                
                
                
                7,268Interest
      expense
                
                
                -
                
                
                
                -
                
                
                
                56,458
                
                
                
                56,458Depreciation
      and amortization
                
                
                -
                
                
                
                1,251
                
                
                
                2,967
                
                
                
                4,218Identifiable
      net assets
                
                
                -
                
                
                
                19,362
                
                
                
                296,700
                
                
                
                316,062





Fishmeal
is sold primarily as a high protein food ingredient for agricultural animal
feed.  It is typically sold in large bulk shipments using outside
contractors to process and package the product to the Company’s
specifications.  Health supplements and related raw materials are
inventoried, packaged and sold in much smaller cases and
quantities.  These items have typically gone through extensive design
and development to achieve the desired formulation.





Management
does not make any allocations of general operating expenses or research and
development expenses when evaluating the performance of these
segments.  These costs primarily consist of executive compensation,
consulting fees and development costs which are evaluated on a company-wide
basis.  Therefore, there is limited discrete segmented financial
information available beyond sales and gross profit.





Table
of Contents


-8-


VIDA
LIFE INTERNATIONAL, LTD.
 
  6 SUBSEQUENT
EVENT
  On
October 30, 2008 the Board of Directors agreed to a deferred compensation plan
for the CEO. The plan provides for compensation of up to 50% of the
CEO's annual salary immediately predeeding retirement to be paid for
10 years and other benefits upon retirement.


7 RECENTLY
ISSUED ACCOUNTING STANDARDS





In
September 2006, the FASB issued Statement of Financial Accounting Standards
(“SFAS”) No. 157, “Fair Value Measurements” (SFAS No. 157). SFAS No. 157
establishes a common definition for fair value, establishes a framework for
measuring fair value, and expands disclosure about such fair value measurements.
SFAS No. 157 is effective for financial assets and financial liabilities for
fiscal years beginning after November 15, 2007. Issued in February 2008, FSP
157-1 “Application of FASB Statement No. 157 to FASB Statement No. 13 and Other
Accounting Pronouncements That Address Fair Value Measurements for Purposes of
Lease Classification or Measurement under Statement 13” removed leasing
transactions accounted for under Statement 13 and related guidance from the
scope of SFAS No. 157. FSP 157-2 “Partial Deferral of the Effective Date of
Statement 157” (FSP 157-2), deferred the effective date of SFAS No. 157 for all
nonfinancial assets and nonfinancial liabilities that are not recognized or
disclosed at fair value in the financial statements on a recurring basis (at
least annually) to fiscal years beginning after November 15, 2008. SFAS No.
157-3 "Determining the Fair Value of a Financial Asset When the Market for That
Asset Is Not Active" issued in October 2008, clarified the application of FASB
Statement No. 157, Fair Value Measurements, in a market that is not active and
provides an example to illustrate key considerations in determining the fair
value of a financial asset when the market for that financial asset is not
active. The adoption of SFAS No. 157 is not expected to impact our
financial statements.





In
February 2007, the FASB issued SFAS No. 159, “The Fair Value Option for
Financial Assets and Financial Liabilities — Including an Amendment of FASB
Statement No. 115” (“SFAS No. 159”). This statement permits entities to choose
to measure many financial assets and liabilities and certain other items at fair
value. The objective is to improve financial reporting by providing entities
with the opportunity to mitigate volatility in reported earnings caused by
measuring related assets and liabilities differently without having to apply
complex hedge accounting provisions. The Company does not anticipate that it
will adopt the provisions of SFAS No. 159.





In
December 2007, the FASB issued SFAS No. 141 (revised 2007), “Business
Combinations (SFAS 141(R)).” SFAS 141(R) states that all business combinations,
whether full, partial, or step acquisitions, will result in all assets and
liabilities of an acquired business being recorded at their fair values at the
acquisition date. In subsequent periods, contingent liabilities will be measured
at the higher of their acquisition date fair value or the estimated amounts to
be realized. SFAS 141(R) applies to all transactions or other events in which an
entity obtains control of one or more businesses. This statement is effective
for any business combinations consummated
as of the beginning of an entity’s first fiscal year beginning after December
15, 2008.




In
December 2007, the FASB issued SFAS No. 160, “Non-controlling Interests in
Consolidated Financial Statement—amendments of ARB No. 51 (SFAS 160).” SFAS 160
states that accounting and reporting for minority interests will be
re-characterized as non-controlling interests and classified as a component of
equity. SFAS 160 applies to all entities that prepare consolidated financial
statements, except not-for-profit organizations, but will affect only those
entities that have an outstanding non-controlling interest in one or more
subsidiaries or that deconsolidate a subsidiary. This statement is effective as
of the beginning of an entity’s first fiscal year beginning after December 15,
2008. The Company is currently evaluating the impact, if any the adoption of
SFAS No. 160 will have on its results of operations, financial position and
related disclosures.




Table
of Contents


-9-


VIDA
LIFE INTERNATIONAL, LTD.


Item 2. Management Discussion and analysis of financial condition
and results of operations





SPECIAL
NOTE REGARDING FORWARD-LOOKING STATEMENTS





The
following discussion is intended to provide an analysis of our financial
condition and should be read in conjunction with our audited financial
statements and the notes thereto.  The matters discussed in this section,
which are not historical or current facts, deal with potential future
circumstances and developments.  Such forward-looking statements include,
but are not limited to, the development plans for our growth, trends in the
results of our development, anticipated development plans, operating expenses
and our anticipated capital requirements and capital resources.  Our actual
results could differ materially from the results discussed in the
forward-looking statements.





Overview





Vida Life International, Ltd is a
Nevada Corporation currently trading on the Pink Sheets. Our mission is to
produce high quality fishmeal, and nutritional supplements including fish oil
and other natural health supplements distributed on a world-wide basis. We also
have worldwide rights to manufacture, distribute and sell energy-efficient
products based upon a novel “heating technology” invented in Japan that is now
patent pending. The first products under development using this heating
technology are an electric tank-less water heater and a portable room
heater.




Products
/ Markets




Fishmeal-We are a trader of
fishmeal and fish oil products. Fishmeal is a thick powder obtained from
cooking, drying, and grinding raw fish. Fishmeal is a rich protein source, and
is used as an ingredient in feedstuffs in the aquaculture, dairy, and poultry
industries. It also has applications in products for human consumption and in
animal feed.We
specialize in stream
lining the process of transforming raw fishmeal into client-specific
products.





Nutritional
Supplements - Raw materials for supplements are purchased from
manufacturers, distributors or importers and are drop-shipped to a contract
manufacturer for encapsulation, bottling, and labeling. The finished product is
then drop-shipped directly to our client. Our input is limited to ordering the
materials; coordinating the shipping and manufacturing; and billing clients.
Products are made to our specifications, as provided by our
clients.




We
frequently utilize the services of logistics warehouses in our operations. A
logistics warehouse is a type of business that offers services as a freight
forwarder (receives your cargo), warehouses it, and then drop ships orders on
your behalf. Operations can take place at any port or airport in the world. All
logistics warehouses are bonded and licensed by their respective agencies. We
have used logistics warehouses in Peru, Ecuador, and in Miami, FL.





The
following information should be read in conjunction with the financial
statements and notes thereto appearing elsewhere in this Form 10Q.




For
the Three Months Ended September 30, 2008 and 2007 –
(Unaudited)




Segment
Results
  The
Company’s business consists of two operating segments: fishmeal and related
products and health supplements. Segment information follows:


Health
                    
                    
                    CorporateFishmeal
                    
                    
                    Supplements
                    
                    
                    &
      Other
                    
                    
                    TotalThree
      Months Ended September 30, 2008Net
      sales
                    
                    $
                    -
                    
                    
                    $
                    3,575
                    
                    
                    $
                    -
                    
                    
                    $
                    3,575Gross
      profit
                    
                    
                    -
                    
                    
                    
                    1,977
                    
                    
                    
                    -
                    
                    
                    
                    1,977Operating
      income (loss)
                    
                    
                    -
                    
                    
                    
                    3,145
                    
                    
                    
                    (95,552
                    )
                    
                    
                    (92,407
                    )Interest
      income
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    673
                    
                    
                    
                    673Interest
      expense
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    31,441
                    
                    
                    
                    31,441Depreciation
      and amortization
                    
                    
                    -
                    
                    
                    
                    313
                    
                    
                    
                    928
                    
                    
                    
                    1,241Identifiable
      net assets
                    
                    
                    -
                    
                    
                    
                    3,898
                    
                    
                    
                    84,114
                    
                    
                    
                    88,012Three
      Months Ended September 30, 2007Net
      sales
                    
                    $
                    -
                    
                    
                    $
                    3,644
                    
                    
                    $
                    -
                    
                    
                    $
                    3,644Gross
      profit
                    
                    
                    -
                    
                    
                    
                    446
                    
                    
                    
                    -
                    
                    
                    
                    446Operating
      income (loss)
                    
                    
                    -
                    
                    
                    
                    2,294
                    
                    
                    
                    (136,532
                    )
                    
                    
                    (134,238
                    )Interest
      income
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    3,342
                    
                    
                    
                    3,342Interest
      expense
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    31,875
                    
                    
                    
                    31,875Depreciation
      and amortization
                    
                    
                    -
                    
                    
                    
                    417
                    
                    
                    
                    989
                    
                    
                    
                    1,406Identifiable
      net assets
                    
                    
                    -
                    
                    
                    
                    19,362
                    
                    
                    
                    296,700
                    
                    
                    
                    316,062


Revenues
  For the
three month period ended September 30, 2008, revenues decreased by 2% over the
comparable period one year ago.
  Fishmeal
  For the
three month period ended September 30, 2008, the Company did not generate any
fishmeal sales as was the case for the comparable period one year
ago.  The profit on buying from fishmeal producers and reselling the
fishmeal to our customers during this quarter was not significant enough to
warrant any transaction activity.
  Health
Supplements
  For the
three month period ended September 30, 2008, the Company generated revenue from
health supplement product sales of $3,575 compared to $3,644 for the comparable
period one year ago. This decrease was attributable to a decrease in sales to
consumers.
 
 Gross
Profit
  For the
three month period ended September 30, 2008, the Company’s overall gross margin
as a percentage of sales increased to 55% from 12% for the comparable period one
year ago. This increase was attributable to changes in the product mix within
the Company’s health supplement line of products sold in the current
period.
  Fishmeal
  The
Company did not realize any gross profit on fishmeal sales in the three month
periods ended September 30, 2008 and 2007, respectively, since there were no
sales of fishmeal product in these time periods.
  Operating
Expenses
  Operating
expenses for the three month period ended September 30, 2008 decreased 30%
compared with one year ago at $94,384 versus $134,684 for the three month period
ending September 30, 2007. The decrease relates primarily to reductions in
consultancy and legal fees.
 
 Operating
Loss
  For the
three month period ended September 30, 2008, the Company’s operating loss
decreased $41,831 to $92,407 from $134,238 for the comparable period one year
ago. The primary contributor to the decreased loss was the decrease in operating
expenses, as described above. The decrease in interest expense was due to the
extension of the maturity date of the Note payable-shareholder and the resulting
revaluation of the loan and detachable warrant.
 
 Interest
Expense
  For the
three month period ended September 30, 2008, the Company’s interest expense
decreased $434 to $31,441 from $31,875 for the comparable period one year ago.
  Net
Loss
  For the
three month period ended September 30, 2008, the Company’s net
loss decreased $104,026 to $58,745 from a net loss of $162,771 for the
comparable period one year ago due to the aforementioned decrease in expenses
and a gain on debt extinguishment of $64,430 that occurred as a result of the
modification of the note payable-shareholder.
 Table of
Contents


-10-


VIDA
LIFE INTERNATIONAL, LTD.


For
the Nine Months Ended September 30, 2008 and 2007 –
(Unaudited)




Segment
Results




The
Company’s business consists of two operating segments: fishmeal and related
products and health supplements. Segment information follows:





Health
                            
                            
                            CorporateFishmeal
                            
                            
                            Supplements
                            
                            
                            &
      Other
                            
                            
                            TotalNine
      Months Ended September 30, 2008Net
      sales
                            
                            $
                            105,765
                            
                            
                            $
                            15,605
                            
                            
                            $                           
      -
                            
                            
                            $
                            121,370Gross
      profit
                            
                            
                            8,356
                            
                            
                            
                            9,944
                            
                            
                            -
                            
                            
                            
                            18,300Operating
      income (loss)
                            
                            
                            8,356
                            
                            
                            
                            9,006
                            
                            
                            
                            (329,549
                            )
                            
                            
                            (312,187
                            )Interest
      income
                            
                            
                            -
                            
                            
                            
                            -
                            
                            
                            
                            3,419
                            
                            
                            
                            3,419Interest
      expense
                            
                            
                            -
                            
                            
                            
                            -
                            
                            
                            
                            95,191
                            
                            
                            
                            95,191Depreciation
      and amortization
                            
                            
                            -
                            
                            
                            
                            938
                            
                            
                            
                            2,755
                            
                            
                            
                            3,693Identifiable
      net assets
                            
                            
                            -
                            
                            
                            
                            3,898
                            
                            
                            
                            84,114
                            
                            
                            
                            88,012Nine
      Months Ended September 30, 2007Net
      sales
                            
                            $
                            -
                            
                            
                            $
                            78,253
                            
                            
                            $
                            -
                            
                            
                            $
                            78,253Gross
      profit
                            
                            
                            -
                            
                            
                            
                            43,158
                            
                            
                            
                            -
                            
                            
                            
                            43,158Operating
      income (loss)
                            
                            
                            -
                            
                            
                            
                            41,907
                            
                            
                            
                            (398,704
                            )
                            
                            
                            (356,797
                            )Interest
      income
                            
                            
                            -
                            
                            
                            
                            -
                            
                            
                            
                            7,268
                            
                            
                            
                            7,268Interest
      expense
                            
                            
                            -
                            
                            
                            
                            -
                            
                            
                            
                            56,458
                            
                            
                            
                            56,458Depreciation
      and amortization
                            
                            
                            -
                            
                            
                            
                            1,251
                            
                            
                            
                            2,967
                            
                            
                            
                            4,218Identifiable
      net assets
                            
                            
                            -
                            
                            
                            
                            19,362
                            
                            
                            
                            296,700
                            
                            
                            
                            316,062





Revenues




For the
nine month period ended September 30, 2008, revenues increased 55% to $121,370
from $78,253 for the comparable period one year ago.





Fishmeal




During
the first nine months of 2008, the Company generated one large fishmeal sale
during the first quarter of $105,765 compared to none for the comparable
period one year ago.





Health
Supplements





For the
nine month period ended September 30, 2008, the Company generated revenue from
health supplement product sales of $15,605 compared to $78,253 for the
comparable period one year ago. This decrease was attributable to a decrease in
sales to consumers.




Gross
Profit





For the
nine month period ended September 30, 2008, the Company’s overall gross profit
as a percentage of sales decreased to 15% from 55% for the comparable period one
year ago. This decrease was attributable to an increase in lower margin fishmeal
sales and a decrease in higher margin health supplement sales in
2008.








Fishmeal




The
Company realized a gross profit as a percentage of fishmeal sales for the nine
month period ended September 30, 2008 of 8%. As noted above, there were no
fishmeal sales for the comparable period in 2007.




Health
Supplements




Gross
profit as a percentage of health supplement product sales increased for the nine
month period ended September 30, 2008 to 64% from 55% for the comparable period
one year ago. The increase is the result of fewer large exports of supplements
at lower margins.  In the nine months ended September 30, 2008, the
majority of the supplement sales were small orders from consumers with higher
margins.






Table of Contents


-11-
 
  VIDA
LIFE INTERNATIONAL, LTD.




Operating
Expenses




Operating
expenses for the nine month period ended September 30, 2008 decreased to
$330,487 from $399,955 for the comparable period one year ago. The primary
contributors to this decrease were reductions in research and development and
stock promotion costs.




Operating
Loss




For the
nine month period ended September 30, 2008, the Company’s operating loss
decreased $44,610 to $312,187 from $356,797 for the comparable period one year
ago. The primary contributor to the decreased loss was due to the decrease in
operating expenses, partially mitigated by the decline in gross profit, as
described above.




Interest
Expense




For the
nine month period ended September 30, 2008, the Company’s interest expense
increased $38,733 to $95,191 from $56,458 for the comparable period one year
ago. The primary contributor to the increased interest expense was that the
Company entered into an interest-bearing debt agreement, which included a
detachable stock warrant recorded as a discount to the debt that is being
amortized to interest expense, with a shareholder at the early part of the
comparable period one year ago.




Net
Loss




For the
nine month period ended September 30, 2008, the Company’s net loss
decreased $66,458 to $339,529 from a net loss of $405,987 for the
comparable period one year ago.




Table
of Contents


-12-


VIDA
LIFE INTERNATIONAL, LTD.




Liquidity
and Capital Resources




The
Company’s cash and cash equivalents decreased by $194,754 for the nine month
period ended September 30, 2008 primarily because of a $193,679 use of cash for
operating activities. Cash and cash equivalents at September 30, 2008 totaled
$76,328.





As noted
above, the Company used $193,679 of cash in operating activities during the nine
month period ended September 30, 2008.  Cash used
in operations included a net loss of $339,529 and a non-cash gain on debt
extinguishment of $64,430, mitigated in part by a $151,636increase
in accrued officer's compensation and $68,884 of non-cash expenses for
depreciation and amortization.




The
Company had no material commitments for expenditures as of September 30, 2008.
While there were no material commitments, we evaluate investment opportunities
that come to our attention and could make a significant commitment in the
future. On-hand cash and cash equivalents coupled with anticipated future cash
flow from operations, is believed to be adequate to fund our cash flow needs for
the foreseeable future.





Plan
of Operation




Fishmeal
Segment


We derive our
revenues in this segment through sales of fishmeal to feed manufacturers
worldwide.. We have shipped fishmeal to clients in Armenia, Nigeria, China ,
Denmark , Russia , Lithuania , Kaliningrad , Hungary , Nigeria, Armenia,
Germany, Japan, Taiwan and Egypt.
   The fishmeal
industry has been established for nearly 50 years. Fishmeal production tends to
be seasonal with supply from the Southern hemisphere during the summer months
and from the Northern hemisphere during the balance of the year.
   The demand
for fishmeal is steady and growing. Demand currently exceeds world production.
Under our present strategy, we plan to establish one manufacturing facility in
India, once sufficient funds are raised. The intended markets for this
production is expected to be the Middle East, Eastern Europe, South East Asia
and African countries.
   Future plans
include production of higher quality fishmeal for the Japanese animal feed
market and a very high quality fishmeal to be used as food seasoning in fish
broth (miso and ramen soup base). The Company has made contacts with Japanese
manufacturers for both products.
   In March
2008, the Company initiated discussions with Toyota Tsusho, one of the largest
trading companies in Japan, to start shipping fertilizer grade fishmeal from
India to Japan later in this year. Toyota Tsusho is the trading unit for the
Toyota Group, which includes Toyota Motor and auto parts maker DENSO. The
company brokers a wide array of goods, including metals such as steel and
aluminum (comprising its largest division), machinery and electronics, energy
and chemicals, and various consumer products. As its name would imply, Toyota
Tsusho exports Toyota vehicles around the world, but plenty of non-automotive
consumer products drive its business. Those other products include foodstuffs
like produce and wine as well as selling personal nursing care equipment. As of
this date, discussions with Toyota Tsusho remain ongoing; no agreement has been
reached.
   In March
2008, the Company sold approximately $105,000 worth of fishmeal to a buyer in
Nigeria.
   The Company
expects our competitive position in the fishmeal industry will be extremely
small. Even if the Company is successful in its business plan for this operating
segment, this will remain the case. There can be no assurance that the Company
will be able to compete successfully in the fishmeal industry.
   The Company
has yet to begin its fishing operations or acquisition of its fishing fleet.
Over the last two years, we have been engaged in operations as well as
organizational activities, including developing a strategic operating plan,
entering into contracts, researching potential markets for our fish-oil products
around the globe, and exploring potential strategic partnerships. Our continued
existence is dependent upon our ability to obtain additional debt and/or equity
financing. Management plans to raise additional funds through project financings
or through future sales of our common stock, until such time as our revenues are
sufficient to meet our cost structure, and ultimately achieve profitable
operations. There is no assurance we will be successful in raising additional
capital or achieving profitable operations. Wherever possible, our board of
directors will attempt to use non-cash consideration to satisfy obligations. In
some instances, we believe that the non-cash consideration will consist of
restricted shares of our common stock. These actions will result in dilution of
the ownership interests of existing shareholders, which may be
material.
   In the
opinion of management, inflation has not and will not have a material effect on
the ongoing operations of the Company.
   Health
Supplements Segment
   The Company
has spent the last 3 years developing specific formulations for several
countries. Our most promising market is Japan, where we have obtained import
permits that include 5 capsules, 3 softgels and 1 energy drink. The costs of
R&D have already been spent and we do not expect R&D to be a significant
expense in the future. Through our Japanese exclusive distributor, the Company
has found several additional distributors that have completed their own analysis
and testing and are now awaiting their import permits. Increasing sales volume
in this segment will improve our gross margins through an increased absorption
rate of fixed manufacturing costs as well as reduced raw material costs due to
purchasing in larger quantities. Additionally, because Japan is a difficult
market to enter, competition is limited so margins are higher than other
markets.




Table
of Contents


-13-


VIDA
LIFE INTERNATIONAL, LTD.





New
Products Ready to Manufacture and Distribute




Fishmeal
Analog This product includes a combination of marine, animal and
vegetable proteins. Developed with price in mind (potentially costing 40% less
than pure fishmeal) the fishmeal analog is intended to help satisfy the feeding
requirements of poor and developing countries mainly in Africa, Southeast Asia
and Eastern Europe. The Company has created several formulas that
include variable percentages of ingredients to satisfy the feeding requirements
of farm animals.




Products
under Development




Organic
Fish FertilizerTesting for this product has been completed and presently
we are developing a web site, designing the graphics for the bags and have
started to contact potential distributors.  The Organic Fish
Fertilizer is made primarily with low grade fishmeal, grounded sea shells, algae
and humates. It enriches any soil naturally and is safe and long lasting. The
intended markets are the U.S. and Japan.




Weight-Control
Products The Company is exploring the use of raw materials for weight
control products using potato skins found in certain potatoes grown in the
Peruvian Andes and cactus extract.




Electric
Tank-Less Water Heater The Company intends to employ patented technology
in developing an electric tank-less water heater. The patent pending technology
consists of a heating apparatus system having a novel heating element design and
structure to promote turbulent fluid flow within a heating element to provide
improved thermal transfer and heating efficiency.


Portable
Room Heater  The first prototype of this product utilizing our
patent pending technology  has been completed. A larger model is being
developed for usage in green houses. The technology consists of a heating
apparatus system having a novel heating element design and structure to promote
turbulent fuid flow within a heating element to provide thermal transfer and
heating efficiency.


Health
Supplements The Company periodically develops new health supplements.
Several are currently being developed.





Table of Contents


-14-


VIDA
LIFE INTERNATIONAL, LTD.





Item 3. Qualitative and Quantitative
Disclosure About Market Risk





Although
the Company sells products in foreign countries, all of the Company’s revenues
are billed and paid for in US dollars. As a result, management does not believe
that the Company is exposed to any significant foreign country currency exchange
risk, and the Company does not utilize market risk sensitive instruments to
manage its exposure to risk.





Item 4T. Controls and
Procedures





As
required by SEC Rules, we have evaluated the effectiveness of the design and
operation of our disclosure controls and procedures (as defined in Rule
13a-15(e) promulgated under the Securities and Exchange Act of 1934, as amended
(the Exchange Act)) at the end of the period covered by this report. This
evaluation was carried out under the supervision and with the participation of
our management, including our principal executive officer/principal financial
officer. Based on this evaluation, it was concluded that the design and
operation of our disclosure controls and procedures are not
effective. Notwithstanding the material weakness as more fully
described below, as of September 30, 2008, our Chief Executive/Financial Officer
has concluded that the financial statements included in this Form 10-Q present
fairly, in all material respects, the financial position, results of
operations and cash flows of the Company as required for interim financial
statements. There were no changes in our internal control over financial
reporting or in other factors that have materially affected, or are reasonably
likely to materially affect, our internal controls over financing
reporting.





Disclosure
controls and procedures are our controls and other procedures that are designed
to ensure that information required to be disclosed by us in the report that we
file or submit under the Exchange Act is recorded, processed, summarized and
reported, within the time periods specified in the SEC’s rules and forms.
Disclosure controls and procedures include, without limitation, controls and
procedures designed to ensure that information required to be disclosed by us in
the reports that we file under the Exchange Act is accumulated and communicated
to our management, including principal executive officer and principal financial
officer, as appropriate, to allow timely decisions regarding required
disclosure.


Management,
including our principal executive officer/principal financial officer and the
Company's Board of Directors have concluded there is
a lack of segregation of duties and financial expertise within the Company's
financial reporting processes. However, at this time, the aforementioned
has determined the risk associated with such a lack of segregation of duties and
financial expertise does not justify the expense
associated with remedying these control deficiencies.





PART
II -  OTHER INFORMATION





Item
1.  Legal Proceedings





The
Company is not presently involved in any legal proceedings.





Item 1A.
Risk Factors




Not
Applicable




Item 2. Unregistered Sales of Equity Securities and
Use of Proceeds




Shares
Issued for Cash or Debt Conversion


Vida Life
has sold shares of its capital stock in the following transactions, each of
which was exempt from the registration requirements of the 1933 Act pursuant to
the exemptions listed.
  On March
3, 2008 we issued 2,722,444 shares of common stock valued at $299,488 to John C.
Jordan, our President for compensation previously accrued.
  On March
3, 2008 we issued 300,000 shares of common stock valued at $27,000 to an
existing shareholder, Douglas Grobe, in connection with expenses related to the
merger that occurred in May of 2006.
  No
selling commission or other compensation was paid in connection with such
transactions. Each transaction was exempt from registration under the 1933 Act
under the provisions of Section 4(2).
  Shares
Issued for Services
  Periodically,
we have issued shares of common stock to bona fide employees and
consultants who have provided services to Vida Life in transactions exempt from
registration under the Securities Act.
 
 On June
3, 2008, 300,000 shares of common stock valued at the trading market price of
the Company’s common stock on the date of issuance of $0.10 per share for a
total value of $30,000 were issued to Directors (Martha A. Jordan and Marilyn M.
Jordan; see Item 7) for services that were accrued in 2007.
 
 No
selling commission or other compensation was paid in connection with the
aforementioned stock issuances.
 
 Each
stock issuance was exempt from registration under the 1933 Act provided by
Section 4(2) and/or Section 4(6) thereof and Regulation 701 promulgated under
the 1933 Act.
 Item 3.  Default Upon Senior
Securities





None





Item 4.  Submission of Matters to a Vote of
Security Holders





None




Item 5.  Other
Information





No items
occurred during the period of this report which would have been required to be
reported in a Form 8-K which have not been reported.





Item 6.
Exhibits


31.1
              Certification
      pursuant to Rule 13a-14(a) or 15d-14(a) under the Securities Exchange Act
      of 1934, as amended, as adopted pursuant to Section 302 of the
      Sarbanes-Oxley Act of 2002.31.2
              Certification
      pursuant to Rule 13a-14(a) or 15d-14(a) under the Securities Exchange Act
      of 1934, as amended, as adopted pursuant to Section 302 of the Sarbanes-
      Oxley Act of 2002.32.1
              Certification
      pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of
      the Sarbanes-Oxley Act of 2002.32.2
              Certification
      pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of
      the Sarbanes-Oxley Act of 2002.


In
accordance with the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereto, duly
authorized.


Vida Life International,
      Ltd.Date
      November 19, 2008
                By:
                /s/ John
      C. JordanJohn
      C. JordanChief
      Executive Officer andChief
      Financial Officer





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